Voluntary dissolution and windup of affairs after commencingoperations.
393.945. A nonprofit water company which has commenced business maydissolve voluntarily and wind up its affairs in the following manner:
(1) The board of directors shall first recommend that the company bedissolved voluntarily and after such recommendation the proposition thatthe company be dissolved shall be submitted to the members of the companyat any annual or special meeting, the notice of which shall set forth suchproposition. The proposed voluntary dissolution shall be deemed to beapproved upon the affirmative vote of not less than a majority of themembers;
(2) Upon such approval, a certificate of election to dissolve,designated as the certificate, shall be executed and acknowledged induplicate on behalf of the company by its president or vice president, andits corporate seal shall be affixed thereto and attested by its secretary.The certificate shall state:
(a) The name of the nonprofit water company;
(b) The address of its principal office;
(c) The names and addresses of its directors; and
(d) The total number of members of the company and the number ofmembers who voted for and against the voluntary dissolution of the company.
The president or vice president executing the certificate shall also makeand annex to such certificate an affidavit stating that the provisions ofthis subdivision and subdivision (1) of this section were duly compliedwith. Such certificate and affidavit shall be submitted to the secretaryof state for filing;
(3) Upon the filing of the certificate and affidavit by the secretaryof state, the company shall cease to carry on its business except asnecessary for the winding up of such business, but its corporate existenceshall continue until articles of dissolution have been filed by thesecretary of state;
(4) After the filing of the certificate and affidavit by thesecretary of state the board of directors shall immediately cause notice ofthe winding up proceedings to be mailed to each known creditor andclaimant. Such notice shall be published once a week for two successiveweeks in a newspaper of general circulation in the county in which theprincipal office of the company is located;
(5) The board of directors shall become trustees and have full powerto wind up and settle the affairs of the company and shall proceed tocollect the debts owing to the company, convey and dispose of its propertyand assets, pay, satisfy and discharge its debts, obligations andliabilities and do all other things required to liquidate its business andaffairs, and after paying or adequately providing for the payment of allits debts, obligations and liabilities, shall distribute the remainder ofits property and assets either:
(a) Among its members in proportion to the aggregate patronage ofeach such member during the seven years next preceding the date of suchfiling of the certificate, or, if the company shall not have been inexistence for such period, during the period of its existence; or
(b) For one or more exempt purposes as provided in Section 501(c)(3)of the Internal Revenue Code of 1986, as amended, or to the federalgovernment or to the state or a local government or a political subdivisionof the state for a public purpose; and
(6) (a) When all debts, liabilities and obligations of the companyhave been paid and discharged or adequate provision shall have been madefor the payment of such debts, liabilities and obligations and all of theremaining property and assets of the company shall, pursuant to sections393.900 to 393.951 and pursuant to the articles of incorporation of thecompany, have been distributed to the members pursuant to sections 393.900to 393.951, the board of directors shall authorize the execution ofarticles of dissolution which shall then be executed and acknowledged onbehalf of the company by its president or vice president, and its corporateseal shall be affixed thereto and attested by its secretary. Such articlesof dissolution shall recite in the caption that they are executed pursuantto sections 393.900 to 393.951 and shall state:
a. The name of the nonprofit water company;
b. The address of the principal office of the company;
c. That the company has heretofore delivered to the secretary ofstate a certificate of election to dissolve and the date on which thecertificate was filed by the secretary of state in the records of hisoffice;
d. That all debts, obligations and liabilities of the company havebeen paid and discharged or that adequate provision has been made for thepayment of such debts, obligations and liabilities;
e. That all the remaining property and assets of the company havebeen distributed pursuant to sections 393.900 to 393.951 and the articlesof incorporation of the company; and
f. That there are no actions or suits pending against the company.
(b) The president or vice president executing the articles ofdissolution shall also make and annex to such articles an affidavit statingthat the provisions of this section were duly complied with.
(c) Such articles of dissolution and affidavit, accompanied by proofof the publication required in this section, shall be submitted to thesecretary of state for filing.
Voluntary dissolution and windup of affairs after commencingoperations.
393.945. A nonprofit water company which has commenced business maydissolve voluntarily and wind up its affairs in the following manner:
(1) The board of directors shall first recommend that the company bedissolved voluntarily and after such recommendation the proposition thatthe company be dissolved shall be submitted to the members of the companyat any annual or special meeting, the notice of which shall set forth suchproposition. The proposed voluntary dissolution shall be deemed to beapproved upon the affirmative vote of not less than a majority of themembers;
(2) Upon such approval, a certificate of election to dissolve,designated as the certificate, shall be executed and acknowledged induplicate on behalf of the company by its president or vice president, andits corporate seal shall be affixed thereto and attested by its secretary.The certificate shall state:
(a) The name of the nonprofit water company;
(b) The address of its principal office;
(c) The names and addresses of its directors; and
(d) The total number of members of the company and the number ofmembers who voted for and against the voluntary dissolution of the company.
The president or vice president executing the certificate shall also makeand annex to such certificate an affidavit stating that the provisions ofthis subdivision and subdivision (1) of this section were duly compliedwith. Such certificate and affidavit shall be submitted to the secretaryof state for filing;
(3) Upon the filing of the certificate and affidavit by the secretaryof state, the company shall cease to carry on its business except asnecessary for the winding up of such business, but its corporate existenceshall continue until articles of dissolution have been filed by thesecretary of state;
(4) After the filing of the certificate and affidavit by thesecretary of state the board of directors shall immediately cause notice ofthe winding up proceedings to be mailed to each known creditor andclaimant. Such notice shall be published once a week for two successiveweeks in a newspaper of general circulation in the county in which theprincipal office of the company is located;
(5) The board of directors shall become trustees and have full powerto wind up and settle the affairs of the company and shall proceed tocollect the debts owing to the company, convey and dispose of its propertyand assets, pay, satisfy and discharge its debts, obligations andliabilities and do all other things required to liquidate its business andaffairs, and after paying or adequately providing for the payment of allits debts, obligations and liabilities, shall distribute the remainder ofits property and assets either:
(a) Among its members in proportion to the aggregate patronage ofeach such member during the seven years next preceding the date of suchfiling of the certificate, or, if the company shall not have been inexistence for such period, during the period of its existence; or
(b) For one or more exempt purposes as provided in Section 501(c)(3)of the Internal Revenue Code of 1986, as amended, or to the federalgovernment or to the state or a local government or a political subdivisionof the state for a public purpose; and
(6) (a) When all debts, liabilities and obligations of the companyhave been paid and discharged or adequate provision shall have been madefor the payment of such debts, liabilities and obligations and all of theremaining property and assets of the company shall, pursuant to sections393.900 to 393.951 and pursuant to the articles of incorporation of thecompany, have been distributed to the members pursuant to sections 393.900to 393.951, the board of directors shall authorize the execution ofarticles of dissolution which shall then be executed and acknowledged onbehalf of the company by its president or vice president, and its corporateseal shall be affixed thereto and attested by its secretary. Such articlesof dissolution shall recite in the caption that they are executed pursuantto sections 393.900 to 393.951 and shall state:
a. The name of the nonprofit water company;
b. The address of the principal office of the company;
c. That the company has heretofore delivered to the secretary ofstate a certificate of election to dissolve and the date on which thecertificate was filed by the secretary of state in the records of hisoffice;
d. That all debts, obligations and liabilities of the company havebeen paid and discharged or that adequate provision has been made for thepayment of such debts, obligations and liabilities;
e. That all the remaining property and assets of the company havebeen distributed pursuant to sections 393.900 to 393.951 and the articlesof incorporation of the company; and
f. That there are no actions or suits pending against the company.
(b) The president or vice president executing the articles ofdissolution shall also make and annex to such articles an affidavit statingthat the provisions of this section were duly complied with.
(c) Such articles of dissolution and affidavit, accompanied by proofof the publication required in this section, shall be submitted to thesecretary of state for filing.
Voluntary dissolution and windup of affairs after commencingoperations.
393.945. A nonprofit water company which has commenced business maydissolve voluntarily and wind up its affairs in the following manner:
(1) The board of directors shall first recommend that the company bedissolved voluntarily and after such recommendation the proposition thatthe company be dissolved shall be submitted to the members of the companyat any annual or special meeting, the notice of which shall set forth suchproposition. The proposed voluntary dissolution shall be deemed to beapproved upon the affirmative vote of not less than a majority of themembers;
(2) Upon such approval, a certificate of election to dissolve,designated as the certificate, shall be executed and acknowledged induplicate on behalf of the company by its president or vice president, andits corporate seal shall be affixed thereto and attested by its secretary.The certificate shall state:
(a) The name of the nonprofit water company;
(b) The address of its principal office;
(c) The names and addresses of its directors; and
(d) The total number of members of the company and the number ofmembers who voted for and against the voluntary dissolution of the company.
The president or vice president executing the certificate shall also makeand annex to such certificate an affidavit stating that the provisions ofthis subdivision and subdivision (1) of this section were duly compliedwith. Such certificate and affidavit shall be submitted to the secretaryof state for filing;
(3) Upon the filing of the certificate and affidavit by the secretaryof state, the company shall cease to carry on its business except asnecessary for the winding up of such business, but its corporate existenceshall continue until articles of dissolution have been filed by thesecretary of state;
(4) After the filing of the certificate and affidavit by thesecretary of state the board of directors shall immediately cause notice ofthe winding up proceedings to be mailed to each known creditor andclaimant. Such notice shall be published once a week for two successiveweeks in a newspaper of general circulation in the county in which theprincipal office of the company is located;
(5) The board of directors shall become trustees and have full powerto wind up and settle the affairs of the company and shall proceed tocollect the debts owing to the company, convey and dispose of its propertyand assets, pay, satisfy and discharge its debts, obligations andliabilities and do all other things required to liquidate its business andaffairs, and after paying or adequately providing for the payment of allits debts, obligations and liabilities, shall distribute the remainder ofits property and assets either:
(a) Among its members in proportion to the aggregate patronage ofeach such member during the seven years next preceding the date of suchfiling of the certificate, or, if the company shall not have been inexistence for such period, during the period of its existence; or
(b) For one or more exempt purposes as provided in Section 501(c)(3)of the Internal Revenue Code of 1986, as amended, or to the federalgovernment or to the state or a local government or a political subdivisionof the state for a public purpose; and
(6) (a) When all debts, liabilities and obligations of the companyhave been paid and discharged or adequate provision shall have been madefor the payment of such debts, liabilities and obligations and all of theremaining property and assets of the company shall, pursuant to sections393.900 to 393.951 and pursuant to the articles of incorporation of thecompany, have been distributed to the members pursuant to sections 393.900to 393.951, the board of directors shall authorize the execution ofarticles of dissolution which shall then be executed and acknowledged onbehalf of the company by its president or vice president, and its corporateseal shall be affixed thereto and attested by its secretary. Such articlesof dissolution shall recite in the caption that they are executed pursuantto sections 393.900 to 393.951 and shall state:
a. The name of the nonprofit water company;
b. The address of the principal office of the company;
c. That the company has heretofore delivered to the secretary ofstate a certificate of election to dissolve and the date on which thecertificate was filed by the secretary of state in the records of hisoffice;
d. That all debts, obligations and liabilities of the company havebeen paid and discharged or that adequate provision has been made for thepayment of such debts, obligations and liabilities;
e. That all the remaining property and assets of the company havebeen distributed pursuant to sections 393.900 to 393.951 and the articlesof incorporation of the company; and
f. That there are no actions or suits pending against the company.
(b) The president or vice president executing the articles ofdissolution shall also make and annex to such articles an affidavit statingthat the provisions of this section were duly complied with.
(c) Such articles of dissolution and affidavit, accompanied by proofof the publication required in this section, shall be submitted to thesecretary of state for filing.
